Exhibit - 6(b)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of February _____, 2001 by and between XXXXX
XXXXXXX ASSET MANAGEMENT (USA) INC., a Delaware corporation and registered
investment adviser ("CFAM"), and SYMPHONY ASSET MANAGEMENT, LLC, a California
limited liability company and registered investment adviser ("Symphony").
WHEREAS, CFAM is an investment adviser for Mutual Fund Investment
Trust (the "Trust"), an open-end management investment company registered under
the Investment Company Act of 1940, as amended, (the "1940 Act"); and
WHEREAS, CFAM desires to retain Symphony as CFAM's agent to furnish
investment sub-advisory services to the Chase Vista H&Q IPO & Emerging Company
Fund, a series of the Trust (the "Fund");
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT. CFAM hereby appoints Symphony to provide investment
sub-advisory services to the Fund for the period and on the terms set forth in
this Agreement. Symphony accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. CFAM has furnished Symphony with copies
properly certified or authenticated of each of the following:
a. the Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of The Commonwealth of Massachusetts on October 1, 1997,
and all amendments thereto or restatements thereof (such Agreement and
Declaration of Trust, as presently in effect and as it shall from time to
time be amended or restated, herein called the "Declaration of Trust");
b. the Trust's By-Laws and amendments thereto (the "By-Laws");
c. resolutions of the Trust's Trustees (the "Trustees") authorizing
the appointment of Symphony and approving this Agreement;
d. the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") (File No. 33-9421) and
under the 1940 Act (File No. 811-5526), as filed with the SEC and all
amendments thereto insofar as such Registration Statement and such
amendments relate to the Fund; and
e. the Trust's most recent prospectuses and statement of additional
information for the Fund (such prospectuses and statement of additional
information, as presently in effect, and all amendments and supplements
thereto, herein collectively called the "Prospectus").
CFAM will furnish Symphony from time to time with copies of
all amendments of or supplements to the foregoing.
3. SERVICES. Subject to the supervision of the Trustees and CFAM,
Symphony will furnish an investment program in respect of the Fund, determine
what securities and other investments will be purchased, retained or sold by the
Fund, and place orders for the purchase and sale of these investments; furnish
statistical and research data; help prepare filings and reports for the Fund;
and generally assist CFAM and the Fund's other service providers in all aspects
of the administration of the Fund.
Symphony will utilize quantitative techniques, proprietary software
models and real-time databases (collectively, "quantitative models") in the
performance of the services to be provided under this Agreement. Symphony
represents and warrants that it maintains the full right and authority to use
these quantitative models in connection with the investment management of the
Fund. Symphony further covenants that it will not take any action, or fail to
take any action, including entering into any third party arrangement, that would
restrict its use of the quantitative models in connection with the investment
management of the Fund. Notwithstanding the provisions of Sections 9 and 10
hereto, Symphony agrees to indemnify and hold CFAM and its affiliates and the
Trust harmless from any and all damages, liabilities, costs and expenses,
including attorneys' fees, resulting from a breach of the above representation,
warranty and covenant.
Symphony further agrees that it:
a. will monitor the Fund's investments and comply with the provisions
of the Declaration of Trust, the By-Laws and the Fund's stated investment
objectives, policies and restrictions, as they may be amended from time to
time;
b. will comply with all applicable federal and state statutes, rules
and regulations pertaining to its services under this Agreement;
c. will place orders pursuant to its investment determinations for
the Fund either directly with the issuer or with an underwriter, market
maker, or broker or dealer. In placing orders with brokers and dealers,
Symphony will attempt to obtain prompt execution of orders in an effective
manner at the most favorable price. Consistent with this obligation, when
the execution and price ordered by two or more brokers are comparable,
Symphony may, in its discretion, purchase or sell portfolio securities
through brokers who provide Symphony with research advice and other
services. In no instance will portfolio securities be purchased or sold
through, from or to CFAM or Symphony, or any affiliated person of the
Trust, CFAM or Symphony, except as may be permitted under the 1940 Act;
d. will treat confidentially and as proprietary information of the
Trust and CFAM and its affiliates all records and other information
relative to the Trust and CFAM and its affiliates, as applicable, and will
not use such records and information for any purpose other than performance
of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, or CFAM and its
affiliates, as applicable, which approval shall not be unreasonably
withheld and may not be withheld where Symphony (i) may be exposed to civil
or criminal contempt proceedings for failure to comply, (ii) is requested
to divulge such information by duly constituted authorities, or (iii) is so
requested by the Trust, or CFAM and affiliates, as applicable;
e. will not make loans to any person to purchase or carry units of
beneficial interest in the Trust or make loans to the Trust;
f. will direct its personnel, when making investment recommendations
for the Trust, not to inquire or take into consideration whether the
issuers of securities proposed for purchase or sale for the Trust's
accounts are customers of CFAM, Symphony or their affiliates. In dealing
with such customers, Symphony and its affiliates will not inquire or take
into consideration whether securities of those customers are held by the
Trust;
g. will provide regular written reports to CFAM and to the Trustees
(including, without limitation, reports on the general investment strategy
of the Fund, the performance of the Fund in relation to standard industry
indices and general conditions affecting the equity markets), will make
appropriate persons available for the purpose of reviewing such reports
with representatives of CFAM and the Trustees on a regular basis at
reasonable times, and will provide various other written and oral reports
from time to time as requested by CFAM or the Trustees;
h. will vote proxies received by it in connection with securities
held by the Fund consistent with its fiduciary duties hereunder;
i. will act upon instructions from CFAM not inconsistent with its
fiduciary duties hereunder, provided that CFAM shall have no authority to
direct the manner in which the Fund's assets are invested;
j. will not use the name of the Trust, the Fund, CFAM or their
affiliates in any prospectus, advertisement, sales literature or other
communication to the public, except (i) in a general listing of its
clients, (ii) as may be required by law or (iii) as may be agreed to in
writing by CFAM, which agreement shall not be unreasonably withheld;
k. will promptly notify CFAM in writing of the occurrence of any
event which could have a material impact on the performance of Symphony's
obligations hereunder, including without limitation:
(1) an event which could disqualify it from serving as an
investment adviser of a registered investment company;
(2) a change in control, as deferred in the 1940 Act;
(3) a change in the portfolio manager of the Fund; or
(4) any pending or threatened audit, investigation, complaint,
examination or other inquiry relating to the Fund conducted by any
state or federal regulatory authority;
l. will maintain, with an insurer reasonably acceptable to CFAM,
professional liability insurance in amounts reasonably acceptable to CFAM;
and
m. will adopt and maintain a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act.
4. BOOKS AND RECORDS. Symphony agrees to maintain and preserve all
accounts, books and records required under the 1940 Act and the Investment
Advisers Act of 1940 and rules thereunder with respect to Symphony's duties
hereunder. Symphony understands and agrees that all records it maintains for the
Trust are the property of the Trust and further agrees to surrender promptly to
the Trust any of such records upon the Trust's request.
5. EXPENSES. During the term of this Agreement, Symphony will pay all
expenses incurred by it in connection with its activities under this Agreement,
including, without limitation, the cost of the quantitative models and all
compensation of any person employed by or associated with Symphony to assist in
the performance of Symphony's duties under this Agreement, whether or not such
person is also an officer or employee of the Trust.
6. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, CFAM will pay Symphony, and Symphony will accept as
full compensation therefor, a sub-advisory fee, accrued daily and payable
monthly in arrears, of thirty-five one hundredths of one percent (0.35%) per
annum of the Fund's average daily net assets not in excess of $100 million, and
three hundred seventy-five thousandths of one percent (0.375%) per annum of the
Fund's average daily net assets thereafter. From time to time, Symphony may
agree to waive or reduce some or all of the compensation to which it is entitled
under this Agreement. In the event that CFAM waives any portion of its advisory
fee to satisfy any expense guarantee (as set forth in the Fund's then current
registration statement), Symphony shall waive a pro rata portion of its advisory
fee from CFAM, subject to receiving a minimum fee of twenty one hundredths of
one percent (0.20%) per annum of the Fund's average daily net assets.
7. SERVICES TO OTHERS. CFAM understands that Symphony may act as an
investment adviser, sub-investment adviser, and/or administrator to other
accounts, including other
investment companies. CFAM has no objection to Symphony's acting in such
capacities, provided that whenever the Trust and one or more other investment
accounts advised by Symphony have available funds for investment, investments
suitable and appropriate for each will be allocated in a manner believed by
Symphony to be equitable to each account. CFAM recognizes that in some cases
this procedure may adversely affect the size of the position that the Fund
may obtain in a particular security. In addition, CFAM understands that
persons employed by Symphony to assist in Symphony's duties under this
Agreement will not devote their full time to such service and nothing
contained in this Agreement will be deemed to limit or restrict the right of
Symphony or any of its affiliates to engage in and devote time and attention
to other businesses or to render services of whatever kind or nature.
8. LIMITATION OF LIABILITY. Except as provided in Section 3, Symphony
will not be liable for any error of judgment or mistake of law or for any loss
suffered by CFAM or the Trust in connection with the performance of this
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith, or gross negligence on the part of Symphony in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Notwithstanding the foregoing, neither CFAM nor
the Trust waives any right it may have at common law or under the federal or
state securities laws.
9. INDEMNIFICATION. CFAM and Symphony each agree to indemnify the
other and their respective affiliates against any claim against or loss or
liability to such other party (including reasonable attorneys' fees) arising out
of any action on the part of the indemnifying party which constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard.
10. DURATION AND TERMINATION. This Agreement will become effective as
of the later of (i) the date the Trust's Registration Statement as it relates to
the Fund is declared effective by the SEC and (ii) the date this Agreement has
been approved by a vote of a majority of the outstanding voting securities of
the Fund in accordance with the requirements under the 1940 Act.
This Agreement will remain in effect for two years and thereafter
continue for successive one year periods, provided such continuation is
specifically approved at least annually (a) by the vote of a majority of those
Trustees who are not parties to this Agreement or interested persons of such
parties, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the vote of the Trustees or by the vote of a majority of
the outstanding voting securities of the Fund. Notwithstanding the foregoing,
this Agreement may be terminated at any time, without the payment of any
penalty, on sixty days' written notice by the Trust (by vote of the Trustees or
by vote of a majority of the outstanding voting securities of the Fund), by CFAM
or by Symphony. This Agreement will immediately terminate in the event of its
assignment, except as permitted under the 1940 Act. (As used in this Agreement,
the terms "majority of the outstanding voting securities," "interested persons"
and "assignment" have the same meaning as such terms in the 1940 Act.)
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
12. NOTICES. Any notice, demand, request or other communication which
is required, called for or contemplated to be given or made hereunder shall be
deemed to have been duly given or made for all purposes if (a) in writing and
sent by (i) messenger or a recognized national overnight courier service for
next day delivery with receipt therefor, or (ii) certified or registered mail,
postage paid, return receipt requested, or (b) sent by facsimile transmission
with a written copy thereof sent on the same day by postage paid first-class
mail or (c) by personal delivery at the following address:
To: CFAM
x/x Xxx Xxxxx Xxxxxxxxx Xxxx
0000 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Attention: Xxxxx Xxxxxxxx, Esq.
Facsimile No.: (000) 000 0000
To: Symphony
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
13. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement will be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the laws of the State of [California].
The name "Mutual Fund Investment Trust" and the "Trustees of Mutual
Fund Investment Trust" refer respectively to the Trust created, and the
Trustees, as trustees but not individually or personally, acting from time to
time under the Declaration of Trust, to which reference is hereby made. The
obligations of the Trust entered into in the name or on behalf thereof by any of
its Trustees, officers, representatives or agents are made not individually, but
only in such capacities, and are not binding upon any of the Trustees, officers,
representatives, agents or shareholders of the Trust personally, but bind only
the assets of the Trust, and persons dealing with any series of shares of the
Trust must look solely to the assets of the Trust belonging to such series for
the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
XXXXX XXXXXXX ASSET MANAGEMENT (USA) INC.
By: __________________________________
--------------
Name:
Title:
SYMPHONY ASSET MANAGEMENT, LLC
By: ___________________________________
Name: [Xxxx X. Xxxxxxx]
Title: [Chief Operating Officer]
